1. About Us and Definitions
1.1. These terms and conditions (the Terms) govern every sale of artworks, prints, editions, and related products by the Gallery to customers, whether made in person at the Gallery, by telephone, by email, by invoice, through the Gallery’s website, at an art fair, or by any other means. These Terms are incorporated into and form part of every contract between the Gallery and the Buyer. The current version of these Terms is available on the Gallery’s website and on request; by placing an order, accepting a quotation, paying an invoice or deposit, or accepting delivery or collection of any Artwork, the Buyer is deemed to have read, understood and accepted these Terms. In these Terms, the following words have the meanings given below:
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Artwork |
the artwork, print, edition, sculpture, commission, installation, frame or other item sold.
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Business Day |
a day (other than a Saturday, Sunday or public holiday) on which banks are open for general business in Limassol, Cyprus.
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Buyer |
the person or entity purchasing the Artwork, or any person acting on behalf of, as agent for, or as nominee of, another person or entity in connection with the purchase (also you). Where the Buyer acts as agent, nominee, trustee or representative for a disclosed or undisclosed principal, the Buyer warrants that it has full authority to bind that principal and the Buyer and the principal are jointly and severally liable for all obligations under these Terms. The Gallery is entitled to look to either or both for performance and payment.
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Consumer |
a natural person acting wholly or mainly outside that person’s trade, business, craft or profession within the meaning of the Consumer Protection Law of 2021 (Law 112(I)/2021).
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Gallery |
PA Kool Gallery Limited, a company registered in the Republic of Cyprus with company registration number HE 384371 (also we, us and our).
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International Sales |
sales where the Artwork is to be delivered to or collected for transport to a destination outside the Republic of Cyprus.
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Online Sale |
a distance contract concluded through the Gallery’s website, by email, by telephone, through social media or messaging platforms, or by any other means of distance communication where the Buyer and the Gallery are not simultaneously physically present.
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Purchase Price |
the price payable for the Artwork as stated by the Gallery. Prices stated to a Consumer are inclusive of VAT (or other applicable sales tax); prices stated to a Buyer who is not a Consumer are exclusive of VAT (or other applicable sales tax), which will be added at the applicable rate. In each case the Purchase Price is exclusive of delivery, shipping, packing, insurance, customs duties, import taxes, storage fees, framing and all other charges, each of which (where applicable) is payable by the Buyer in addition to the Purchase Price. |
1.2. By purchasing Artwork from the Gallery, you agree to be bound by these Terms as in force at the date of your order. The Gallery may update these Terms from time to time; the version in force at the date the contract is formed applies to that transaction. Where the Buyer is a Consumer, nothing in these Terms operates to exclude, restrict or waive any right that cannot lawfully be excluded, restricted or waived under the Consumer Protection Law of 2021, the consumer sales-of-goods conformity regime (Directive (EU) 2019/771 as transposed in Cyprus), or the Unfair Terms in Consumer Contracts Law of 1996 (Law 93(I)/1996). In the event of conflict, those mandatory consumer protections prevail over these Terms.
2. Artwork Descriptions
2.1. The Gallery endeavours to ensure that all descriptions, dimensions, images and pricing information are accurate. However, all descriptions, dimensions, images, pricing and other information are provided in good faith and are subject to change or correction without notice. The Gallery reserves the right to correct any error, inaccuracy or omission (including after an order has been placed) and to update information at any time without prior notice or liability.
2.2. Dimensions are approximate unless expressly stated otherwise. Minor variations in colour, texture, finish, framing and dimensions between the Artwork as delivered and any description, image or sample are inherent to original artworks and do not constitute a defect or ground for return. Photographs, digital images and reproductions of the Artwork (whether on the Gallery’s website, in emails, on social media, in catalogues or otherwise) are provided for illustrative purposes only and are not a substitute for physical inspection. The Gallery does not warrant that any photograph or image accurately represents the colour, texture, scale, condition, finish or detail of the Artwork. Where the Buyer purchases on the basis of a photograph or image without inspecting the Artwork in person, the Buyer does so at its own risk and acknowledges that it has had the opportunity to arrange a viewing or request a condition report before purchase. The Gallery shall not be liable for any characteristic, feature, imperfection, mark, variation or condition of the Artwork that is not clearly visible in the photograph or image on which the Buyer relied.
2.3. For the avoidance of doubt, this clause does not affect a Consumer’s statutory right to goods that conform to the contract.
3. Formation of Contract / Orders
3.1. All orders are subject to acceptance by the Gallery. An order is accepted only when the Gallery issues written confirmation or dispatches the Artwork; quotations are non-binding. Acceptance of an order by the Gallery constitutes a binding contract on these Terms. No terms or conditions put forward by the Buyer shall form part of the contract unless expressly agreed in writing by the Gallery.
3.2. The Gallery reserves the right to refuse or cancel any order, including where the Artwork is no longer available, a genuine and obvious pricing error has occurred, the Gallery reasonably suspects fraudulent activity or a breach of its legal or compliance obligations, the Buyer fails to provide information reasonably requested by the Gallery, or the Gallery determines in its sole discretion that proceeding with the transaction would be inconsistent with its internal policies.
3.3. Where an order is cancelled by the Gallery under clause 3.2, the Gallery’s sole obligation is to refund the sums actually paid by the Buyer for that order (less any costs reasonably incurred by the Gallery in connection with the order, including but not limited to packing, shipping, insurance, framing, restoration, storage and third-party charges). Any such refund shall be made without undue delay but shall not carry interest, compensation, damages or any other charge. The Buyer shall have no further claim against the Gallery arising from the cancellation.
4. Pricing and Payment
4.1. All prices are stated in euro (€) unless otherwise agreed in writing. For International Sales, the Gallery may in its discretion agree to invoice in another currency, in which case the applicable exchange rate shall be determined by the Gallery at the date of the invoice. Prices stated to a Consumer are inclusive of Cyprus VAT and any other applicable taxes. Prices stated to a Buyer who is not a Consumer are exclusive of Cyprus VAT and any other applicable taxes, which will be added at the applicable rate. All bank transfer fees, currency-conversion charges and intermediary-bank costs are payable by the Buyer.
4.2. Delivery, shipping, packing, insurance, framing, customs duties and other applicable charges are payable by the Buyer in addition to the Purchase Price. The Gallery will use reasonable efforts to identify such charges before the Buyer is bound, but certain charges (including without limitation customs duties, import taxes, carrier surcharges, governmental levies, currency-conversion costs and charges imposed by third parties or authorities in the destination jurisdiction) may not be determinable at the time of purchase and remain the Buyer’s sole responsibility whether or not they were identified in advance. The Gallery shall not be liable for any shortfall between estimated and actual charges.
4.3. The Purchase Price and all other sums due are payable in full immediately on formation of the contract (or, where the Gallery issues an invoice, by the date stated on the invoice) unless the Gallery has expressly agreed otherwise in writing. The Gallery is under no obligation to release, dispatch, deliver or make available the Artwork, or to permit the Buyer to collect it, until the Purchase Price and all other sums due have been received in full in cleared funds. The Gallery may in its absolute discretion withhold, suspend or delay delivery, dispatch or collection for any period during which any amount remains outstanding, and shall not be liable for any loss, cost or expense suffered by the Buyer as a result of such withholding, suspension or delay. Payment is not complete until the full amount has been received by the Gallery in cleared funds in the Gallery’s nominated bank account. The Gallery is not liable for, and the Buyer bears all risk of, any funds that are lost, delayed, misdirected, intercepted, frozen, withheld or seized in transit or by any bank, payment processor, intermediary, correspondent bank or governmental or regulatory authority, whether before or after the Buyer initiates the transfer. Where funds are not received by the Gallery for any reason, the Buyer’s payment obligation remains outstanding and the Buyer must make a replacement payment promptly on request.
4.4. The Gallery does not accept cash payments exceeding €10,000 (whether in a single transaction or in linked instalments), in accordance with Cypriot anti-money-laundering law.
5. Retention of Title
5.1. Legal and beneficial title to the Artwork does not pass to the Buyer until the Gallery has received the Purchase Price and all other sums due in full and in cleared funds that are not subsequently reversed, charged back, recalled, frozen or otherwise withdrawn. For the avoidance of doubt, a payment by cheque, bank draft, card or electronic transfer is not “received in cleared funds” until the funds have been irrevocably credited to the Gallery’s nominated bank account and the applicable clearing period has expired without reversal. If any payment is subsequently reversed, charged back, dishonoured, recalled or clawed back for any reason (including without limitation a chargeback claim, a bank reversal, a fraud investigation, a sanctions hold, an insolvency proceeding or a regulatory action), title to the Artwork is deemed never to have passed to the Buyer and revests in the Gallery automatically and without further action.
5.2. Until title passes (or, where title revests under clause 5.1, from the date of revesting), the Buyer holds the Artwork as bailee for the Gallery, must store it separately from the Buyer’s own property, clearly identified as belonging to the Gallery and appropriately insured and protected against loss, damage and theft, and must not sell, pledge, charge, encumber, lend or otherwise dispose of it. The Buyer shall insure the Artwork for not less than the Purchase Price and shall, on request, provide the Gallery with evidence of such insurance. If, notwithstanding this restriction, the Buyer disposes of the Artwork before title has passed, the Buyer holds the proceeds of any such disposal on trust for the Gallery in a separate, identifiable account. Any insurance proceeds received by the Buyer in respect of the Artwork prior to the passing of title (or following revesting) are likewise held on trust for the Gallery and shall be remitted to the Gallery on demand.
5.3. Where the Buyer is not a Consumer, risk of loss, damage, deterioration or destruction of the Artwork passes to the Buyer on formation of the contract, regardless of whether the Artwork has been delivered, collected or remains in the Gallery’s physical possession. Where the Buyer is a Consumer, risk passes when the Consumer (or a carrier nominated by the Consumer and not offered by the Gallery) takes physical possession of the Artwork, in accordance with mandatory consumer protection law. From the point at which risk passes, the Buyer is solely responsible for insuring the Artwork and the Gallery shall have no liability whatsoever for any loss, damage, deterioration or destruction of the Artwork, howsoever caused.
5.4. If the Buyer fails to pay by the due date, or if any payment is reversed, charged back, dishonoured, recalled or clawed back after delivery, the Gallery may, on reasonable prior notice and during normal business hours, recover possession of the Artwork, and the Buyer grants the Gallery an irrevocable licence to enter any premises where the Artwork is held for that purpose to the extent permitted by law. The Buyer shall cooperate fully with the Gallery’s efforts to recover the Artwork, including providing access to premises and information as to the Artwork’s location. The Gallery shall not exercise self-help repossession against a Consumer’s dwelling except with the Consumer’s consent or a court order. All costs of recovery (including transport, insurance, storage, legal fees and enforcement costs) shall be borne by the Buyer.
5.5. Notwithstanding any agreement to deliver or make the Artwork available, the Gallery reserves the right to retain physical possession of the Artwork at the Gallery’s premises until all sums due have been received in irrevocably cleared funds. Where the Gallery has agreed to deliver or release the Artwork before full cleared payment is received, it does so at its sole discretion and without prejudice to its retention-of-title rights, and such delivery or release shall not constitute a waiver of any right under this clause 5 or under clause 4.3.
5.6. Where a payment is reversed, charged back, dishonoured, recalled or otherwise withdrawn after the Artwork has been delivered to or collected by the Buyer: (a) the Buyer’s right to possession of the Artwork ceases immediately and the Buyer shall return the Artwork to the Gallery at the Buyer’s cost and risk within two (2) days of the Gallery’s written demand; (b) the Buyer’s payment obligation revives in full and interest accrues on the outstanding amount from the date of the original payment at the rate specified in clause 17; (c) the Gallery may exercise any or all of its rights under clause 5.4; and (d) the Gallery may, without prejudice to its other rights, cancel the sale and retain or resell the Artwork, applying the proceeds first to the Gallery’s costs and losses and remitting any surplus to the Buyer. The Gallery shall have no liability for any loss suffered by the Buyer as a result of the cancellation or resale.
6. Delivery and Collection
6.1. Delivery dates are estimates only and are not guaranteed. For Consumer online sales, the Gallery will deliver without undue delay, and in any event within 30 days of contract formation, unless a longer period is expressly agreed. For international deliveries, estimated delivery times are indicative only and may be extended by customs clearance, import procedures or other circumstances outside the Gallery’s control.
6.2. Where the Buyer is not a Consumer, risk of loss, damage, deterioration or destruction passes to the Buyer on formation of the contract (see clause 5.3), whether or not the Artwork has been delivered or collected. Where the Buyer is a Consumer, risk passes when the Consumer (or a carrier chosen by the Consumer and not offered by the Gallery) takes physical possession. From the point at which risk passes, the Gallery is not liable for any loss, damage, deterioration or destruction of the Artwork and the Buyer is solely responsible for arranging and maintaining adequate insurance.
6.3. The Buyer is responsible for inspecting the Artwork before purchase. The Gallery makes all Artwork available for inspection at its premises by appointment and will, on request, provide additional photographs or a condition report. By placing an order, the Buyer confirms that it has either: (a) personally inspected the Artwork (or had it inspected on the Buyer’s behalf) and is satisfied with its condition, description, authenticity and provenance; or (b) chosen not to inspect the Artwork and accepts it in its existing condition, with all faults and characteristics, at the Buyer’s own risk. Where the Buyer has chosen not to inspect, the Buyer waives any claim against the Gallery for any defect, damage, imperfection, characteristic or variation that would have been apparent on reasonable physical inspection. The Buyer is also responsible for inspecting the Artwork promptly upon delivery or collection.
6.4. If delivery is delayed by circumstances beyond the Gallery’s reasonable control, the Gallery is not liable for resulting losses.
6.5. If the purchased Artwork is not collected within the agreed period, the Gallery may charge reasonable storage fees on prior written notice.
7. Returns and Cancellation (Consumer / Online Sales)
7.1. Where the Buyer is a Consumer, and the sale is an Online Sale or other distance or off-premises contract, the Consumer has the right under the Consumer Protection Law of 2021 to withdraw within 14 days (or within 30 days where the contract was concluded during an unsolicited visit by the Gallery to the Consumer’s home or during an excursion organised by the Gallery) without giving any reason, subject to the statutory exceptions below.
7.2. The 14-day period runs from the day the Consumer (or a nominated third party) acquires physical possession of the Artwork.
7.3. The Consumer may withdraw by any clear statement addressed to the Gallery.
7.4. On valid withdrawal, the Gallery will reimburse all payments received, including standard delivery costs, without undue delay and within 14 days of being informed, subject to the Gallery’s right to withhold reimbursement until the Artwork is returned or proof of return is provided. The Consumer is responsible for the cost of returning the Artwork. The Gallery may make a deduction from the reimbursement for any diminution in the value of the Artwork resulting from handling beyond what is necessary to establish the nature, characteristics and functioning of the Artwork.
7.5. The right to withdraw does not apply to Artwork made to the Consumer’s specifications or clearly personalised (including commissioned works), or works altered at the Consumer’s request, in line with the statutory exemptions.
7.6. Where the Buyer is not a Consumer, all sales are final and no return is accepted unless expressly authorised in writing by the Gallery in its sole discretion. Any approved return must be made within the period specified by the Gallery, returned in original condition with all packaging and documentation, and adequately packaged and insured by and at the cost of the Buyer. The Buyer bears all return shipping, insurance and customs costs.
8. Artwork Condition and Damage
8.1. Save where the Buyer is a Consumer, and except as expressly stated in writing, Artwork is sold “as is, where is” in its existing condition, subject to reasonable wear consistent with its age, medium and history, and with all faults that would ordinarily be revealed on reasonable inspection. The Gallery makes the Artwork available for inspection before purchase and strongly encourages all Buyers to inspect in person or to request a detailed condition report. The Buyer acknowledges and confirms that: (a) it is the Buyer’s sole responsibility to satisfy itself as to the condition, description, medium, dimensions, authenticity, provenance and attribution of the Artwork before purchase; (b) the Gallery has given the Buyer a reasonable opportunity to inspect the Artwork; (c) where the Buyer has elected to purchase without inspecting the Artwork in person or requesting a condition report, the Buyer does so entirely at its own risk; and (d) the Buyer shall have no claim against the Gallery in respect of any defect, damage, imperfection, characteristic, mark or variation in the Artwork that would have been apparent on reasonable physical inspection. Where the Buyer has elected to purchase on the basis of photographs, images or digital reproductions without physically inspecting the Artwork or requesting a condition report, the Buyer accepts the Artwork in its actual condition and waives any claim arising from characteristics, imperfections, marks or variations that would have been apparent on physical inspection but were not visible in the images provided.
8.2. Condition reports are provided for guidance only and are statements of opinion, not warranties.
8.3. The Buyer should notify the Gallery of any visible damage or defect within 48 hours of delivery; for a Consumer, failure to do so does not affect statutory conformity rights. Any claim for damage in transit must be notified to the carrier at the time of delivery and to the Gallery within 48 hours. Failure by a non-Consumer Buyer to comply with this clause constitutes acceptance of the Artwork in the condition delivered.
8.4. The Gallery may require photographs, a detailed written description of the damage or defect, and such other supporting information as it considers necessary before assessing any claim. The Gallery is not obliged to accept any claim where the Buyer fails to provide reasonably requested information or evidence.
8.5. Nothing in this clause excludes or limits the statutory guarantee of conformity owed to a Consumer under Directive (EU) 2019/771 as transposed in Cyprus (a minimum two-year period), which cannot be contractually excluded.
9. Authenticity Warranty
9.1. The Buyer acknowledges that the art market necessarily involves reliance on information provided by prior owners, consignors, artists, estates, dealers, auction houses and other third parties, and that the Gallery may itself have acquired or accepted the Artwork in good faith on the basis of provenance, attribution or authenticity information that later proves to be inaccurate, incomplete, forged or fraudulent. Where the Gallery has acted in good faith and without actual knowledge of any defect in provenance, attribution or authenticity, the Gallery shall not be liable for any loss, damage, cost or expense suffered by the Buyer as a result of any inaccuracy, incompleteness, fraud or forgery originating from a prior owner, consignor, artist, estate or other third party in the chain of ownership or supply.
9.2. The Gallery warrants that, at the date of sale, it has no actual knowledge that the Artwork is a forgery. The Gallery will provide to the Buyer in good faith such provenance information, certificates of authenticity, exhibition history and documentation as the Gallery received or obtained when it acquired or took consignment of the Artwork. The Gallery does not independently verify the completeness or accuracy of provenance information supplied by prior owners, consignors, artists, estates or third parties, and makes no warranty or representation as to the completeness, accuracy or continuity of the provenance chain beyond the information actually in its possession.
9.3. If the Buyer establishes to the Gallery’s reasonable satisfaction, supported by independent expert evidence acceptable to the Gallery, that the Artwork is a forgery within one year of the date of purchase, then provided that (i) the Buyer returns the Artwork to the Gallery at the Buyer’s cost and risk, (ii) title to the Artwork has remained with the original purchaser and is unencumbered, (iii) the Artwork has not been altered, damaged, restored or conserved since the sale, and (iv) the Buyer has not altered or destroyed any provenance records, certificates or documentation supplied with the Artwork, the Gallery will refund the Purchase Price actually paid. No interest shall accrue on any such refund.
9.4. For a non-Consumer Buyer, clause 9 is the exclusive contractual remedy for authenticity.
9.5. For a Consumer, this warranty is additional to, and does not exclude or limit, the Consumer’s statutory conformity and misrepresentation rights.
10. Intellectual Property
10.1. Copyright and all intellectual property rights in the Artwork remain with the artist or other rights holder unless expressly assigned in writing. Purchase of the Artwork grants no right to reproduce, publish, distribute, commercialise or create derivative works from it.
10.2. The artist retains all moral rights in the Artwork, which are protected under the Cypriot copyright regime.
10.3. Images of Artwork on the Gallery’s website, catalogues and promotional materials may not be copied or used without prior written consent.
10.4. The Buyer acknowledges that, on any qualifying resale of an original work of graphic or plastic art through an art market professional, the artist (or the artist’s successors) may be entitled to a resale royalty (artist’s resale right / droit de suite) under the Cypriot copyright legislation; this right is inalienable and cannot be waived.
11. Digital Reproduction and NFTs
Without the prior written consent of the rights holder, no Buyer may mint the Artwork as an NFT, create blockchain-based reproductions, tokenise the Artwork, licence digital reproductions of it, or otherwise exploit digital rights in the Artwork.
12. Export, Import and Cultural Property Compliance
12.1. The Buyer is responsible for complying with all export, import, customs, cultural-heritage and sanctions laws applicable to the Artwork in the destination jurisdiction, and for obtaining any necessary import licences and paying applicable taxes and duties.
12.2. The Gallery remains responsible for its own obligations as seller/exporter, including, where applicable, obtaining an export permit from the Department of Antiquities under the Antiquities Law (Cap. 31) for any item that is an antiquity, and complying with Council Regulation (EC) No 116/2009 (export of cultural goods from the EU) and Regulation (EU) 2019/880 (import of cultural goods).
12.3. Where an export or antiquities permit is required and refused, revoked or delayed through no fault of the Buyer, the Buyer may cancel the affected purchase and receive a refund of sums paid for that Artwork; save for that refund, the Gallery has no further liability for such refusal, revocation or delay.
12.4. For International Sales, unless otherwise agreed in writing and subject to clause 5.3, which prevails where the Buyer is a Consumer, risk and responsibility for the Artwork pass to the Buyer on making the Artwork available at the Gallery’s premises. The Buyer is solely responsible for arranging and paying for transportation, freight, packing, transit insurance, import duties, taxes, customs clearance and all other costs associated with the shipment of the Artwork from Cyprus to the destination jurisdiction.
12.5. Where the Buyer is located outside the European Union, the Buyer shall in addition: (a) comply with all applicable import, cultural-heritage and sanctions laws of the destination jurisdiction; (b) provide such additional documentation as the Gallery may reasonably request to verify the legality of the export and import; and (c) indemnify the Gallery against any claim, penalty or liability arising from the Buyer’s failure to comply with the laws of the destination jurisdiction. The Gallery makes no representation as to the tax treatment of the sale in the Buyer’s jurisdiction.
13. Anti-Money Laundering and Know Your Customer (KYC)
13.1. As an art market participant, the Gallery is an obliged entity under the Prevention and Suppression of Money Laundering Activities Law of 2007 (Law 188(I)/2007, as amended) for transactions with a value of €10,000 or more. The Gallery may require any purchaser, artist or intermediary to provide photographic identification, proof of address, source-of-funds and source-of-wealth information, corporate and beneficial-ownership information, and any other information reasonably required for compliance.
13.2. The Gallery may refuse any transaction, delay completion, retain funds pending checks, or report suspicious activity to the unit for combating money laundering where required by law. To the fullest extent permitted by law, the Gallery shall not be liable for any loss, damage, cost or expense suffered or incurred by the Buyer or any third party arising from or in connection with: (a) the Gallery’s compliance, or good-faith attempt to comply, with its AML, KYC, sanctions or other regulatory obligations; (b) any delay, refusal, suspension, cancellation or unwinding of a transaction for compliance reasons; (c) the reporting of any transaction or activity to a regulatory or law-enforcement authority; or (d) any act or omission of the Gallery undertaken in reliance on information provided by the Buyer that is inaccurate, incomplete or misleading.
13.3. The Buyer warrants and represents that all information provided to the Gallery for AML, KYC, sanctions-screening or other compliance purposes is true, accurate, complete and not misleading in any material respect, and undertakes to notify the Gallery promptly of any change in the information previously provided (including any change in beneficial ownership, source of funds or sanctions status). This warranty is deemed repeated on each occasion the Buyer enters into a transaction with the Gallery. The Buyer further agrees that the obligation to cooperate with the Gallery’s compliance requirements is a continuing obligation that survives completion of the sale. If at any time after completion the Gallery requests additional or updated identification, proof of address, source-of-funds, source-of-wealth, beneficial-ownership or other compliance information (whether because of a change in law, regulatory guidance, the Gallery’s risk assessment or otherwise), the Buyer shall provide the requested information within the reasonable period specified by the Gallery. Failure to provide such information entitles the Gallery to exercise its rights under clause 13.4.
13.4. If the Buyer breaches the warranty in clause 13.3, fails to provide information requested under that clause, or if, following completion of a sale, it emerges that the Buyer did not satisfy or no longer satisfies the Gallery’s AML, KYC or sanctions requirements: (a) the Gallery may, by written notice, treat the sale as voidable and require the Buyer to return the Artwork at the Buyer’s cost and risk, in which case the Gallery shall refund the Purchase Price less any costs, losses, fines or penalties incurred by the Gallery as a result of the Buyer’s breach or non-compliance; (b) the Buyer shall indemnify and hold harmless the Gallery, its directors, officers, employees and agents against all losses, liabilities, claims, regulatory fines, penalties, costs and expenses (including legal fees) arising from or in connection with the Buyer’s breach of warranty, provision of false, inaccurate or incomplete information, or failure to provide requested compliance information; and (c) the Gallery shall have no liability whatsoever to the Buyer for any loss, damage or expense arising from the unwinding of the transaction, the suspension of any further dealings with the Buyer, or any regulatory action taken as a consequence of the Buyer’s breach or non-compliance.
14. Sanctions Compliance
The Gallery is not required to complete, and will not complete, any transaction that would breach applicable EU or Cypriot economic sanctions, or applicable anti-bribery, anti-corruption or anti-money-laundering legislation. The Gallery may screen counterparties, beneficial owners and intermediaries against applicable sanctions lists.
15. Storage and Risk
Where the Gallery agrees to store Artwork following purchase: risk passes to the Buyer on formation of the contract (see clause 5.3); the Artwork is stored at the Buyer’s risk and the Buyer is responsible for insuring it from that date; storage is provided as a courtesy unless otherwise agreed; and the Gallery is not liable for deterioration, accidental damage, loss or destruction except to the extent caused by the Gallery’s gross negligence or wilful default. The Gallery may charge storage fees after any agreed collection period expires, on prior written notice.
16. Shipping Disclaimer
Where the Gallery arranges transportation, it does so solely as agent for and on behalf of the Buyer, and any contract for carriage is between the Buyer and the carrier. Save to the extent caused by the Gallery’s own negligence, the Gallery is not liable for damage caused in transit by third-party carriers, shipping delays, customs delays, import restrictions, taxes, seizure or governmental action. For International Sales, the Buyer acknowledges that transit times are estimates only and that the Gallery bears no responsibility for delays, damage or loss after the Artwork leaves the Gallery’s premises. This does not affect a Consumer’s statutory rights where the Gallery offers and arranges the carriage.
17. Default Interest and Collection Costs
Where the Buyer is not a Consumer, if any amount remains unpaid after its due date the Gallery may charge statutory interest in accordance with the Late Payments in Commercial Transactions Law of 2012 (Law 123(I)/2012), namely the reference rate of the European Central Bank in force on the relevant date plus eight (8) percentage points, and may recover the reasonable costs of recovering the debt. Where the Buyer is a Consumer, interest on late payment accrues at the European Central Bank reference rate plus 6% per annum, and the Buyer is liable only for reasonable, actually incurred recovery costs.
18. Buyer Indemnity
The Buyer (other than a Consumer) shall indemnify and hold harmless the Gallery, its directors, officers, employees and agents against all losses, liabilities, claims, damages, fines, penalties and reasonable expenses (including legal fees) arising from: (a) the Buyer’s breach of these Terms; (b) any infringement of intellectual property rights resulting from the Buyer’s use, reproduction or exploitation of the Artwork; (c) misuse or unauthorised reproduction of the Artwork; (d) the Buyer’s resale or export of the Artwork in breach of applicable law; (e) any tax, duty or fiscal liability arising from the Buyer’s importation, possession or resale of the Artwork; or (f) third-party claims arising from the Buyer’s possession, use, display or storage of the Artwork. This indemnity does not apply to the extent the loss results from the Gallery’s own gross negligence, and does not apply to a Consumer, whose liability is limited to that imposed by general law.
19. No Reliance on Opinions
Any statement by the Gallery as to artistic merit, investment potential, future value, provenance, rarity, marketability, exhibition history or attribution is an opinion only. The Gallery does not guarantee that any Artwork will appreciate in value or achieve any future resale price. Nothing in this clause excludes liability for fraudulent misrepresentation or for a Consumer’s statutory rights against misleading statements.
20. Limitation of Liability
To the fullest extent permitted by law: (i) nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for gross negligence or for any liability that cannot lawfully be excluded (including a Consumer’s mandatory statutory rights); (ii) subject to the above, the Gallery is not liable for indirect, special or consequential loss, or for loss of profit, goodwill, business opportunity or anticipated appreciation in value; (iii) subject to the above, the Gallery’s aggregate liability in connection with any transaction shall not exceed the Purchase Price actually paid for the relevant Artwork; and (iv) any claim by a non-Consumer Buyer (other than a claim within sub-clause (i), or a claim under clause 9.3, which must be brought within the period specified in that clause) must be brought within six (6) months of the Buyer becoming aware, or reasonably able to become aware, of the facts giving rise to it.
21. Force Majeure
21.1. The Gallery shall not be in breach of these Terms, nor liable for any delay, failure or interruption in the performance of any of its obligations, to the extent that such delay, failure or interruption is caused by or results from circumstances beyond the Gallery’s reasonable control (a Force Majeure Event), including but not limited to: acts of God, natural disasters, earthquakes, floods, storms, fire, lightning or explosion; epidemics, pandemics, quarantine restrictions or public-health emergencies; war (whether declared or undeclared), armed conflict, hostilities, invasion, civil unrest, riots, insurrection, revolution or coup d’état; terrorism, sabotage or threat thereof; sanctions, embargoes, blockades, trade restrictions or export or import prohibitions; acts, orders, regulations, directives, restrictions, requisitions or interventions of any government, governmental body, regulatory authority, court or tribunal (including the refusal, revocation or delay of any licence, permit or consent); changes in law, regulation or regulatory guidance; industrial disputes, strikes, lockouts, slowdowns, labour shortages or work stoppages (whether or not involving the Gallery’s employees); transport disruption, port closures, road closures, shipping delays, carrier insolvency, shortage of vehicles or freight capacity; interruptions or failures in energy supply, telecommunications, internet, cloud services or IT infrastructure; cyber-attacks, ransomware, data breaches, distributed denial-of-service attacks or system failures; shortage or unavailability of raw materials, components, equipment, packing materials, frames or other supplies; the act, omission, default or delay of any supplier, sub-contractor, carrier, artist, consignor, warehouse, framer, restorer or other third party; currency controls, banking-system disruptions, payment-system outages or freezing of accounts; and any other event or circumstance analogous to the foregoing that is beyond the Gallery’s reasonable control.
21.2. On the occurrence of a Force Majeure Event, the Gallery may, at its sole discretion and without liability: (a) suspend performance of any affected obligation for the duration of the Force Majeure Event and a reasonable period thereafter; (b) extend any delivery, collection, completion or other deadline by a period at least equal to the duration of the delay; (c) arrange alternative means of performance (including alternative carriers, storage facilities, framers, restorers or other suppliers) at the Buyer’s cost where the original means are unavailable; or (d) where the Force Majeure Event continues for more than ninety (90) days, cancel the affected order by written notice to the Buyer. The Gallery is not required to mitigate the effects of a Force Majeure Event at its own cost.
21.3. Where the Gallery cancels an order under this clause, the Gallery’s sole obligation is to refund the sums actually paid by the Buyer for the affected order (less any costs reasonably incurred by the Gallery before or during the Force Majeure Event, including storage, insurance, packing, shipping and third-party charges), without interest, compensation, damages or any other charge. The Buyer shall have no further claim against the Gallery arising from the Force Majeure Event or the cancellation.
21.4. The Buyer may not withhold, reduce or delay any payment, or make any claim for loss, damage, compensation or consequential loss, by reason of a Force Majeure Event. A Force Majeure Event does not relieve the Buyer of its payment obligations under these Terms.
21.5. Nothing in this clause affects a Consumer’s mandatory statutory right to cancel and receive a refund where the Artwork has not been delivered within the period required by law, provided that, where the law so requires, the Consumer has granted the Gallery a reasonable additional period to deliver and the Gallery has still failed to deliver within that additional period.
22. Right to Cancel Orders
The Gallery may refuse, suspend or cancel any order before delivery if payment cannot be authorised, fraud is reasonably suspected, a genuine pricing error occurs, legal or compliance restrictions apply, the Artwork becomes unavailable, the Buyer fails to provide compliance information, or the Gallery determines in its sole discretion that the transaction would be inconsistent with its internal policies or obligations to third parties. In such a case, the Gallery’s sole obligation is to refund sums already paid for the affected order on the basis set out in clause 3.3, without interest or compensation.
23. Entire Agreement
These Terms, together with any invoice, order confirmation, authenticity certificate, purchase agreement or written correspondence expressly incorporated by reference, constitute the entire agreement between the parties in relation to the Artwork and supersede all prior discussions, representations and agreements (whether oral or written). The Buyer acknowledges that it has not relied on any statement, promise, representation or warranty not expressly set out in these Terms. No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the contract except to the extent expressly agreed in writing by the Gallery. Nothing in this clause limits liability for fraudulent misrepresentation, and it does not apply to a Consumer so as to exclude liability for pre-contract statements on which the Consumer reasonably relied.
24. Confidentiality and Privacy of Collectors
Information concerning sale prices, consignments, collectors, artists, commissions, valuations, negotiations and transaction structures is confidential. Neither party shall disclose it except: (a) with prior written consent; (b) to professional advisers, insurers, auditors or regulators; or (c) where required by law. The Gallery is not required to disclose the identity of prospective purchasers, collectors, consignors, agents or intermediaries except where required by law. Personal data is processed in accordance with the Gallery’s privacy policy.
25. Website Content and Online Sales
25.1. The Gallery may amend, remove or update website content at any time and does not guarantee that the website will be uninterrupted, secure or error-free.
25.2. Images are illustrative; the Gallery does not warrant that colours, textures, finishes or dimensions displayed on electronic devices will precisely reflect the Artwork. Photographs and images may not capture every detail, imperfection, mark or characteristic of the Artwork. The Buyer is encouraged to view the Artwork in person or request a detailed condition report before purchasing. Where the Buyer purchases on the basis of images displayed on the website without inspecting the Artwork in person, the Buyer does so at its own risk. This does not affect a Consumer’s conformity rights.
26. Dispute Resolution
The parties shall first attempt in good faith to resolve any dispute through negotiation. If unresolved within 30 days, either party may commence proceedings in accordance with clause 34.
27. Severance
If any provision of these Terms is found invalid, unlawful or unenforceable, it shall be modified to the minimum extent necessary or severed, and the remaining provisions shall continue in full force.
28. Notices
Any notice given under these Terms must be in writing and sent to the party’s registered or principal address or last notified email address. A notice is deemed received: if sent by email, at the time of transmission (or, if sent outside business hours, at the start of the next Business Day); and if sent by post, two Business Days after posting.
29. Assignment
The Buyer may not assign, transfer, charge or sub-contract any of its rights or obligations under these Terms without the Gallery’s prior written consent, which the Gallery may withhold in its absolute discretion. The Gallery may assign, transfer or sub-contract any of its rights or obligations under these Terms without the Buyer’s consent.
30. No Waiver
No failure or delay by the Gallery in exercising any right or remedy under these Terms shall operate as a waiver of that or any other right or remedy, and no single or partial exercise of any right or remedy shall prevent any further exercise of it or of any other right or remedy.
31. Third Party Rights
These Terms are governed by the doctrine of privity of contract under Cypriot law. Except where the Gallery expressly contracts as trustee or agent for its directors, officers and employees in respect of exclusions and limitations of liability (which those persons may accordingly enjoy), no person who is not a party to these Terms acquires any right to enforce them.
32. No Partnership or Agency
Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the Gallery and any Buyer.
33. Survival
The following survive termination or completion: confidentiality; intellectual property; warranties; indemnities; limitation of liability; export, import and cultural property compliance; anti-money laundering and sanctions obligations; governing law; dispute resolution; and accrued payment obligations.
34. Governing Law and Jurisdiction
These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Republic of Cyprus, without regard to its conflict-of-laws rules. The courts of the Republic of Cyprus (and, where competent, the District Court of Limassol) have exclusive jurisdiction, subject to the mandatory rights of a Consumer domiciled elsewhere in the European Union or the European Economic Area. The Buyer irrevocably submits to such jurisdiction and waives any objection on the grounds of venue, forum non conveniens or similar grounds.